EX-4.1





 Exhibit 4.1 

GRAPH BLOCKCHAIN INC. 

STOCK OPTION PLAN 

DATED FOR REFERENCE 

NOVEMBER 6, 2018 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1 DEFINITIONS AND INTERPRETATION
	  	 	1	 
			
	 1.1
	 	DEFINITIONS	  	 	1	 
	 1.2
	 	CHOICE OF LAW	  	 	7	 
	 1.3
	 	HEADINGS	  	 	7	 
		
	 SECTION 2 GRANT OF OPTIONS
	  	 	7	 
			
	 2.1
	 	GRANT OF OPTIONS	  	 	7	 
	 2.2
	 	RECORD OF OPTION GRANTS	  	 	7	 
	 2.3
	 	EFFECT OF PLAN	  	 	8	 
		
	 SECTION 3 PURPOSE AND PARTICIPATION
	  	 	8	 
			
	 3.1
	 	PURPOSE OF PLAN	  	 	8	 
	 3.2
	 	PARTICIPATION IN PLAN	  	 	8	 
	 3.3
	 	LIMITS ON OPTION GRANTS	  	 	8	 
	 3.4
	 	NOTIFICATION OF GRANT	  	 	9	 
	 3.5
	 	COPY OF PLAN	  	 	9	 
	 3.6
	 	LIMITATION ON SERVICE	  	 	9	 
	 3.7
	 	NO OBLIGATION TO EXERCISE	  	 	9	 
	 3.8
	 	AGREEMENT	  	 	9	 
	 3.9
	 	NOTICE	  	 	10	 
	 3.10
	 	REPRESENTATION	  	 	10	 
		
	 SECTION 4 NUMBER OF SHARES UNDER PLAN
	  	 	10	 
			
	 4.1
	 	BOARD TO APPROVE ISSUANCE OF SHARES	  	 	10	 
	 4.2
	 	NUMBER OF SHARES	  	 	10	 
	 4.3
	 	FRACTIONAL SHARES	  	 	10	 
		
	 SECTION 5 TERMS AND CONDITIONS OF OPTIONS
	  	 	11	 
			
	 5.1
	 	EXERCISE PERIOD OF OPTION	  	 	11	 
	 5.2
	 	NUMBER OF SHARES UNDER OPTION	  	 	11	 
	 5.3
	 	EXERCISE PRICE OF OPTION	  	 	11	 
	 5.4
	 	TERMINATION OF OPTION	  	 	12	 
	 5.5
	 	VESTING OF OPTION AND ACCELERATION	  	 	13	 
	 5.6
	 	ADDITIONAL TERMS	  	 	13	 
		
	 SECTION 6 TRANSFERABILITY OF OPTIONS
	  	 	13	 
			
	 6.1
	 	NON-TRANSFERABLE	  	 	13	 
	 6.2
	 	DEATH OF OPTION HOLDER	  	 	13	 
	 6.3
	 	DISABILITY OF OPTION HOLDER	  	 	14	 
	 6.4
	 	DISABILITY AND DEATH OF OPTION HOLDER	  	 	14	 
	 6.5
	 	VESTING	  	 	14	 
	 6.6
	 	DEEMED NON-INTERRUPTION OF ENGAGEMENT	  	 	14	 
		
	 SECTION 7 EXERCISE OF OPTION
	  	 	14	 
			
	 7.1
	 	EXERCISE OF OPTION	  	 	14	 














  
 ii 


							
	 7.2
	 	ISSUE OF SHARE CERTIFICATES	  	 	15	 
	 7.3
	 	NO RIGHTS AS SHAREHOLDER	  	 	15	 
	 7.4
	 	TAX WITHHOLDING AND PROCEDURES	  	 	15	 
		
	 SECTION 8 ADMINISTRATION
	  	 	16	 
			
	 8.1
	 	BOARD OR COMMITTEE	  	 	16	 
	 8.2
	 	POWERS OF COMMITTEE	  	 	16	 
	 8.3
	 	ADMINISTRATION BY COMMITTEE	  	 	17	 
	 8.4
	 	INTERPRETATION	  	 	17	 
		
	 SECTION 9 APPROVALS AND AMENDMENT
	  	 	17	 
			
	 9.1
	 	SHAREHOLDER APPROVAL OF PLAN	  	 	17	 
	 9.2
	 	AMENDMENT OF OPTION OR PLAN	  	 	17	 
		
	 SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES
	  	 	18	 
			
	 10.1
	 	COMPLIANCE WITH LAWS	  	 	18	 
	 10.2
	 	REGULATORY APPROVALS	  	 	18	 
	 10.3
	 	INABILITY TO OBTAIN REGULATORY APPROVALS	  	 	18	 
		
	 SECTION 11 ADJUSTMENTS AND TERMINATION
	  	 	18	 
			
	 11.1
	 	TERMINATION OF PLAN	  	 	18	 
	 11.2
	 	NO GRANT DURING SUSPENSION OF PLAN	  	 	18	 
	 11.3
	 	ALTERATION IN CAPITAL STRUCTURE	  	 	19	 
	 11.4
	 	TRIGGERING EVENTS	  	 	19	 
	 11.5
	 	NOTICE OF TERMINATION BY TRIGGERING EVENT	  	 	20	 
	 11.6
	 	TAKEOVER BIDS	  	 	20	 
	 11.7
	 	DETERMINATIONS TO BE MADE BY COMMITTEE	  	 	20	 

  

			
		
	 SCHEDULE A – OPTION CERTIFICATE
	  	A-1
		
	 SCHEDULE B – NOTICE OF EXERCISE OF OPTION
	  	B-1













 STOCK OPTION PLAN 

SECTION 1 

DEFINITIONS AND INTERPRETATION 
 1.1
Definitions 
 As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms shall
have the meanings set forth below: 
  

	 	(a)	 “Administrator” means such Executive or Employee of the Company as may be designated as
Administrator by the Committee from time to time, or, if no such person is appointed, the Committee itself. 


  

	 	(b)	 “Associate” means, where used to indicate a relationship with any person:



  

	 	(i)	 any relative, including the spouse of that person or a relative of that person’s spouse, where the
relative has the same home as the person; 


  

	 	(ii)	 any partner, other than a limited partner, of that person; 



 

	 	(iii)	 any trust or estate in which such person has a substantial beneficial interest or as to which such person
serves as trustee or in a similar capacity; and 


  

	 	(iv)	 any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities
carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation. 


  

	 	(c)	 “Black-Out Period” means a restriction imposed by the
Company on all or any of its directors, officers, employees, related persons or persons in a special relationship whereby they are to refrain from trading in the Company’s securities until the restriction has been lifted by the Company.



  

	 	(d)	 “Board” means the board of directors of the Company. 



 

	 	(e)	 “Change of Control” means an occurrence when either: 



 

	 	(i)	 a Person or Entity, other than the current “control person” of the Company (as that term is defined
in the Securities Act), becomes a “control person” of the Company; or 


  

	 	(ii)	 a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the
Company are not individuals nominated by the Company’s then-incumbent Board. 















  
 - 2 - 


	 	(f)	 “Committee” means a committee of the Board to which the responsibility of approving the grant
of stock options has been delegated, or if no such committee is appointed, the Board itself. 


  

	 	(g)	 “Company” means Graph Blockchain Inc. 



 

	 	(h)	 “Consultant” means an individual who: 



 

	 	(i)	 is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to
the Company or any Subsidiary other than services provided in relation to a “distribution” (as that term is described in the Securities Act); 



 

	 	(ii)	 provides the services under a written contract between the Company or any Subsidiary and the individual or a
Consultant Entity (as defined in clause (h)(i) below); 


  

	 	(iii)	 in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on
the affairs and business of the Company or any Subsidiary; and 


  

	 	(iv)	 has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about the
business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof, 



and includes: 
  

	 	(i)	 a corporation of which the individual is an employee or shareholder or a partnership of which the individual is
an employee or partner (a “Consultant Entity”); or 


  

	 	(ii)	 an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.



  

	 	(i)	 “CSE” or “Exchange” means the Canadian Securities Exchange.



  

	 	(j)	 “Disability” means a medically determinable physical or mental impairment expected to result
in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines
constitutes a disability. 


  

	 	(k)	 “Employee” means: 



 

	 	(i)	 an individual who works full-time or part-time for the Company or any Subsidiary and such other individual as
may, from time to time, be 















  
 - 3 - 


	 	permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or 

  

	 	(ii)	 an individual who works for the Company or any Subsidiary either full-time or on a continuing and regular basis
for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or any Subsidiary over the details and methods of work as an employee of the Company or any
Subsidiary, but for whom income tax deductions are not made at source, 


 and includes: 

 

	 	(i)	 a corporation wholly-owned by such individual; and 



 

	 	(ii)	 any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.



  

	 	(l)	 “Executive” means an individual who is a director or officer of the Company or a Subsidiary,
and includes: 


  

	 	(i)	 a corporation wholly-owned by such individual; and 



 

	 	(ii)	 any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.



  

	 	(m)	 “Exercise Notice” means the written notice of the exercise of an Option, in the form set out
as Schedule B hereto, or by written notice in the case of uncertificated Shares, duly executed by the Option Holder. 


  

	 	(n)	 “Exercise Period” means the period during which a particular Option may be exercised and is
the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.



  

	 	(o)	 “Exercise Price” means the price at which an Option is exercisable as determined in accordance
with section 5.3. 


  

	 	(p)	 “Expiry Date” means the date the Option expires as set out in the Option Certificate or as
otherwise determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4. 


  

	 	(q)	 “Expiry Time” means the time the Option expires on the Expiry Date, which is 4:00 p.m. local
time in Toronto, Ontario on the Expiry Date. 


  

	 	(r)	 “Grant Date” means the date on which the Committee grants a particular Option, which is the
date the Option comes into effect provided however that no Option 















  
 - 4 - 


	 	can be exercised unless and until all necessary Regulatory Approvals have been obtained. 

  

	 	(s)	 “Investor Relations Activities” means any activities, by or on behalf of the Company or
shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include: 


  

	 	(i)	 the dissemination of information provided, or records prepared, in the ordinary course of business of the
Company 


  

	 	(A)	 to promote the sale of products or services of the Company, or 



 

	 	(B)	 to raise public awareness of the Company, that cannot reasonably be considered to promote the purchase or sale
of securities of the Company; 


  

	 	(ii)	 activities or communications necessary to comply with the requirements of: 



 

	 	(A)	 Applicable Securities Laws; 



 

	 	(B)	 CSE requirements or the by-laws, rules or other regulatory instruments
of any other self-regulatory body or exchange having jurisdiction over the Company; 


  

	 	(iii)	 communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication,
that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if: 


  

	 	(A)	 the communication is only through the newspaper, magazine or publication, and 



 

	 	(B)	 the publisher or writer receives no commission or other consideration other than for acting in the capacity of
publisher or writer; or 


  

	 	(iv)	 activities or communications that may be otherwise specified by the CSE. 



 

	 	(t)	 “Market Value” means the market value of the Shares as determined in accordance with section
5.3. 


  

	 	(u)	 “Option” means an incentive share purchase option granted pursuant to this Plan entitling the
Option Holder to purchase Shares of the Company. 


  

	 	(v)	 “Option Certificate” means the certificate, in substantially the form set out as Schedule A
hereto, evidencing the Option. 















  
 - 5 - 


	 	(w)	 “Option Holder” means a Person or Entity who holds an unexercised and unexpired Option or,
where applicable, the Personal Representative of such person. 


  

	 	(x)	 “Outstanding Issue” means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question. 


  

	 	(y)	 “Person or Entity” means an individual, natural person, corporation, government or political
subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited
partnership, syndicate or group shall be deemed to be a Person or Entity. 


  

	 	(z)	 “Personal Representative” means: 



 

	 	(i)	 in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a
court or public authority having jurisdiction to do so; and 


  

	 	(ii)	 in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled
by law to act on behalf of such Option Holder. 


  

	 	(aa)	 “Plan” means this stock option plan as from time to time amended. 



 

	 	(bb)	 “Pre-Existing Options” has the meaning ascribed
thereto in section 4.1. 


  

	 	(cc)	 “Regulatory Approvals” means any necessary approvals of the Regulatory Authorities as may be
required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder. 


  

	 	(dd)	 “Regulatory Authorities” means all organized trading facilities on which the Shares are
listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder. 



 

	 	(ee)	 “Regulatory Rules” means all corporate and securities laws, regulations, rules, policies,
notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of
the applicable Regulatory Authorities. 


  

	 	(ff)	 “Related Entity” means a person that is controlled by the Company. For the purposes of this
Plan, a person (first person) is considered to control another 















  
 - 6 - 


	 	person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of 


 

	 	(i)	 ownership of or direction over voting securities in the second person, 



 

	 	(ii)	 a written agreement or indenture, 



 

	 	(iii)	 being the general partner or controlling the general partner of the second person, or 



 

	 	(iv)	 being a trustee of the second person; 



 

	 	(gg)	 “Related Person” means: 



 

	 	(i)	 a Related Entity of the Company; 



 

	 	(ii)	 a partner, director or officer of the Company or Related Entity; 



 

	 	(iii)	 a promoter of or person who performs Investor Relations Activities for the Company or Related Entity; and



  

	 	(iv)	 any person that beneficially owns, either directly or indirectly, or exercises voting control or direction over
at least 10% of the total voting rights attached to all voting securities of the Company or Related Entity. 


  

	 	(hh)	 “Securities Act” means the Securities Act (British Columbia), RSBC 1996, c.418
as from time to time amended. 


  

	 	(ii)	 “Share” or “Shares” means, as the case may be, one or more common shares
without par value in the capital stock of the Company. 


  

	 	(jj)	 “Subsidiary” means a wholly-owned or controlled subsidiary corporation of the Company.



  

	 	(kk)	 “Triggering Event” means: 



 

	 	(i)	 the proposed dissolution, liquidation or wind-up of the Company;



  

	 	(ii)	 a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporations as
a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation;



  

	 	(iii)	 the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one
or more Persons or Entities; 


  

	 	(iv)	 a proposed Change of Control of the Company; 















  
 - 7 - 


	 	(v)	 the proposed sale or other disposition of all or substantially all of the assets of the Company; or



  

	 	(vi)	 a proposed material alteration of the capital structure of the Company which, in the opinion of the Committee,
is of such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect. 



 

	 	(ll)	 “Vest” or “Vesting” means that a portion of the Option granted to the Option
Holder which is available to be exercised by the Option Holder at any time and from time to time. 


 1.2 Choice of Law 

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed solely in accordance with, the laws of the
Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. The Company and each Option Holder hereby attorn to
the jurisdiction of the Courts of British Columbia. 
 1.3 Headings 

The headings used herein are for convenience only and are not to affect the interpretation of the Plan. 

SECTION 2 
 GRANT OF
OPTIONS 
 2.1 Grant of Options 
 The
Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions as are permitted under this Plan. 

2.2 Record of Option Grants 
 The Committee shall
be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect of each Option: 
  

	 	(a)	 the name and address of the Option Holder; 



 

	 	(b)	 the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;



  

	 	(c)	 the Grant Date and Expiry Date of the Option; 















  
 - 8 - 


	 	(d)	 the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the Option;



  

	 	(e)	 the vesting and other additional terms, if any, attached to the Option; and 



 

	 	(f)	 the particulars of each and every time the Option is exercised. 



2.3 Effect of Plan 
 All Options granted pursuant
to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the
Plan. The Option Certificates will be issued for convenience only and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail over the terms and conditions in the
Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option.
Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan. 

SECTION 3 
 PURPOSE
AND PARTICIPATION 
 3.1 Purpose of Plan 

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and
Consultants to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments. 

3.2 Participation in Plan 
 The Committee shall,
from time to time and in its sole discretion, determine those Executives, Employees and Consultants to whom Options are to be granted. 
 3.3 Limits
on Option Grants 
 The following limitations shall apply to the Plan and all Options thereunder: 

 

	 	(a)	 the maximum number of Options which may be granted to any one Option Holder under the Plan within any 12 month
period shall be 5% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval if required by Regulatory Rules); 


  

	 	(b)	 if required by Regulatory Rules, disinterested shareholder approval is required to grant to Related Persons,
within a 12 month period, of a number of Options which, when added to the number of outstanding incentive stock options granted to 















  
 - 9 - 


	 	Related Persons within the previous 12 months, exceeds 10% of the Outstanding Issue; 

  

	 	(c)	 if required by Regulatory Rules, disinterested shareholder approval is required to grant to Related Persons a
number of Options which, when added to the number of outstanding incentive stock options granted to Related Persons, exceeds 10% of the Outstanding Issue; 


  

	 	(d)	 with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversary of the
Grant Date of such Option; 


  

	 	(e)	 the maximum number of Options which may be granted to any one Consultant within any 12 month period must not
exceed 2% of the Outstanding Issue; and 


  

	 	(f)	 the maximum number of Options which may be granted within any 12 month period to Employees or Consultants
engaged in investor relations activities must not exceed 2% of the Outstanding Issue. 


 3.4 Notification of Grant 

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of the grant and shall
enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such time as the Company has obtained all necessary Regulatory
Approvals for the grant of the Option. 
 3.5 Copy of Plan 

Each Option Holder, upon request, shall be provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by the
Administrator to each Option Holder. 
 3.6 Limitation on Service 

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or any Subsidiary, nor
does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary. 

3.7 No Obligation to Exercise 
 Option Holders
shall be under no obligation to exercise Options. 
 3.8 Agreement 

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. By accepting an Option
granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder receives his, her or its Options pursuant to an














  
 - 10 - 

 oral or written agreement with the Company or a Subsidiary, whether such agreement is an employment agreement,
consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms relating to the grant of such Options in that agreement and the terms attaching to
the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been amended accordingly. 

3.9 Notice 
 Any notice, delivery or other
correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to have been provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the
Company shall be under no obligation to confirm receipt or delivery. 
 3.10 Representation 

As a condition precedent to the issuance of an Option, the Company must be able to represent to the Exchange as of the Grant Date that the Option Holder is a
bona fide Executive, Employee or Consultant of the Company or any Subsidiary. 
 SECTION 4 

NUMBER OF SHARES UNDER PLAN 
 4.1
Board to Approve Issuance of Shares 
 The Committee shall approve by resolution the issuance of all Shares to be issued to Option Holders upon
the exercise of Options, such authorization to be deemed effective as of the Grant Date of such Options regardless of when it is actually done. The Committee shall be entitled to approve the issuance of Shares in advance of the Grant Date,
retroactively after the Grant Date, or by a general approval of this Plan. 
 4.2 Number of Shares 

Subject to adjustment as provided for herein, the number of Shares which will be reserved for issuance pursuant to Options granted pursuant to this Plan, plus
any other outstanding incentive stock options of the Company granted pursuant to a previous stock option plan or agreement, will be fixed at 10% of the Outstanding Issue. If any Option expires or otherwise terminates for any reason without having
been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan. 

4.3 Fractional Shares 
 No fractional shares shall
be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no
payment or other adjustment will be made for the fractional interest. 













  
 - 11 - 

 SECTION 5 

TERMS AND CONDITIONS OF OPTIONS 
 5.1
Exercise Period of Option 
 Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the
dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option. However, should the Expiry Date for an Option fall within a trading
Black-Out Period, the Expiry Date shall be ten (10) business days following the expiration of a Blackout Period. 

5.2 Number of Shares Under Option 
 The number of
Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. 

5.3 Exercise Price of Option 
 The Exercise Price
at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market
Value of the Shares as of the Grant Date. The Market Value of the Shares for a particular Grant Date shall be determined as follows: 
  

	 	(a)	 for each organized trading facility on which the Shares are listed, Market Value will be the closing trading
price of the Shares on the day immediately preceding the Grant Date, and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities; 



 

	 	(b)	 if the Company’s Shares are listed on more than one organized trading facility, the Market Value shall be
the Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required to secure all
necessary Regulatory Approvals; 


  

	 	(c)	 if the Company’s Shares are listed on one or more organized trading facilities but have not traded during
the ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee; and



  

	 	(d)	 if the Company’s Shares are not listed on any organized trading facility, then the Market Value will be,
subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee deems appropriate,
including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms’ length. Notwithstanding anything else contained herein, in no case will the Market Value
















  
 - 12 - 


	 	be less than the minimum prescribed by each of the organized trading facilities that would apply to the Company on the Grant Date in question. 


5.4 Termination of Option 
 Subject to such other
terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the
Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Committee at the time the Option is granted as set out in
the Option Certificate and the date established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4, or 11.4 of this Plan: 
  

	 	(a)	 Ceasing to Hold Office—In the event that the Option Holder holds his or her Option as an Executive
and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of any vested Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate at the
Grant Date or otherwise agreed by the Committee and the Option Holder (such Expiry Date not to exceed one year), the 90th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as
a result of: 


  

	 	(i)	 ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;



  

	 	(ii)	 a special resolution having been passed by the shareholders of the Company removing the Option Holder as a
director of the Company or any Subsidiary; or 


  

	 	(iii)	 an order made by any Regulatory Authority having jurisdiction to so order, 



in which case the Expiry Date shall be the date the Option Holder ceases to hold such position and the Option Holder will not have the right to
exercise such Options; OR 
  

	 	(b)	 Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Option as an
Employee or Consultant and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of any vested Option shall be, unless otherwise determined by the Committee and expressly provided for in the
Option Certificate at the Grant Date or otherwise agreed by the Committee and the Option Holder (such Expiry Date not to exceed one year), the 90th day following the date the Option Holder ceases to hold such position, unless the Option Holder
ceases to hold such position as a result of: 


  

	 	(i)	 termination for cause; or 



 

	 	(ii)	 an order made by any Regulatory Authority having jurisdiction to so order,
















  
 - 13 - 


	 	in which case the Expiry Date shall be the date the Option Holder ceases to hold such position and the Option Holder will not have the right to exercise such Options. 


In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which the Option was originally granted, but comes to
hold a different position as an Executive, Employee or Consultant prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated
as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else
contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option. 
 5.5 Vesting of Option and Acceleration

 The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the
Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question
requiring the consent of the Option Holder under section 9.2 of this Plan. 
 5.6 Additional Terms 

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions to the grant of a
particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the
provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms
and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will
supersede the provisions of the Plan. 
 SECTION 6 

TRANSFERABILITY OF OPTIONS 
 6.1 Non-transferable 
 Except as provided otherwise in this section 6, Options are
non-assignable and non-transferable. 
 6.2 Death of Option
Holder 
 In the event of the Option Holder’s death, any vested Options held by such Option Holder shall pass to the Personal Representative of
the Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the date of death and the applicable Expiry Date. 













  
 - 14 - 

 6.3 Disability of Option Holder 

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or
a Subsidiary is terminated by the Company by reason of such Option Holder’s Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the date which is the
earlier of one year following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date. 
 6.4
Disability and Death of Option Holder 
 If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the
Company or a Subsidiary by reason of such Option Holder’s Disability and such Option Holder dies within one year after the termination of such engagement, any Options held by such Option Holder that could have been exercised immediately prior
to his or her death shall pass to the Personal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the death of such Option Holder and the
applicable Expiry Date. 
 6.5 Vesting 
 Unless
the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject. 

6.6 Deemed Non-Interruption of Engagement 

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the
period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder’s right to re-employment or re-engagement by the Company is guaranteed
either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder’s re-employment or re-engagement is not so guaranteed, then his
or her employment or engagement shall be deemed to have terminated on the ninety-first day of such leave. 
 SECTION 7 

EXERCISE OF OPTION 
 7.1 Exercise of
Option 
 An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal
Representative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Administrator the required Exercise Notice, or
by written notice in the case of uncertificated Shares, the applicable Option Certificate and a certified cheque or bank draft or wire transfer payable to the Company or its legal counsel in an amount equal to the aggregate Exercise Price of the
Shares then being 













  
 - 15 - 

 purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein, Options may not
be exercised during a Black-Out Period unless the Committee determines otherwise. 
 7.2 Issue of Share
Certificates 
 As soon as reasonably practicable following the receipt of the notice of exercise as described in section 7.1 and payment in full for
the Optioned Shares being acquired, the Administrator will direct its transfer agent to issue to the Option Holder the appropriate number of Shares in either certificate form or at the election of the Option Holder, on an uncertificated basis
pursuant to the instructions given by the Option Holder to the Administrator. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall also provide a new Option
Certificate for the balance of Shares available under the Option to the Option Holder concurrent with delivery of the Shares. 
 7.3 No Rights as
Shareholder 
 Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any dispute over the date of the issuance of the
Shares, the decision of the Committee shall be final, conclusive and binding. 
 7.4 Tax Withholding and Procedures 

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate
with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Option Holder who
wishes to exercise an Option must, in addition to following the procedures set out in section 7.1 and elsewhere in this Plan, and as a condition of exercise: 
  

	 	(a)	 deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the
Company to be the appropriate amount on account of such taxes or related amounts; or 


  

	 	(b)	 otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that
the amount will be securely funded; 


  

	 	(c)	 and must in all other respects follow any related procedures and conditions imposed by the Company.
















  
 - 16 - 

 SECTION 8 

ADMINISTRATION 
 8.1 Board or
Committee 
 The Plan shall be administered by the Administrator with oversight by the Committee. 

8.2 Powers of Committee 
 The Committee shall have
the authority to do the following: 
  

	 	(a)	 oversee the administration of the Plan in accordance with its terms; 



 

	 	(b)	 appoint or replace the Administrator from time to time; 



 

	 	(c)	 determine all questions arising in connection with the administration, interpretation and application of the
Plan, including all questions relating to the Market Value; 


  

	 	(d)	 correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan; 


  

	 	(e)	 prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;



  

	 	(f)	 determine the duration and purposes of leaves of absence from employment or engagement by the Company which may
be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan; 


  

	 	(g)	 do the following with respect to the granting of Options: 



 

	 	(i)	 determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility
criteria set out in this Plan; 


  

	 	(ii)	 determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant
Date, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option); 


  

	 	(iii)	 subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;



  

	 	(iv)	 determine when Options shall be granted; and 



 

	 	(v)	 determine the number of Shares subject to each Option; 



 

	 	(h)	 accelerate the vesting schedule of any Option previously granted; and 















  
 - 17 - 


	 	(i)	 make all other determinations necessary or advisable, in its sole discretion, for the administration of the
Plan. 


 8.3 Administration by Committee 

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have all powers necessary
or appropriate to accomplish its duties under this Plan. 
 8.4 Interpretation 

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final, conclusive and binding
and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connection with the Plan made or
taken in good faith and each member of the Committee and each such person shall be entitled to indemnification with respect to any such action or determination in the 

manner provided for by the Company. 

SECTION 9 

APPROVALS AND AMENDMENT 
 9.1
Shareholder Approval of Plan 
 If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of the
shareholders of the Company as prescribed by the Regulatory Authority. If shareholder approval is required, any Options granted under this Plan prior to such time will not be exercisable or binding on the Company unless and until such shareholder
approval is obtained. 
 9.2 Amendment of Option or Plan 

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan or the terms and conditions of any
Option thereafter to be granted provided that where such amendment relates to an existing Option and it would: 
  

	 	(a)	 materially decrease the rights or benefits accruing to an Option Holder; or 



 

	 	(b)	 materially increase the obligations of an Option Holder; then, unless otherwise excepted out by a provision of
this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced the Option Holder is a Related Person of the Company, the Related Person must
not exercise the option at the reduced Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the Company, if required by the Exchange. 















  
 - 18 - 

 SECTION 10 

CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES 

10.1 Compliance with Laws 
 An Option shall not be
granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and
Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and the certificates for the Shares or the written notice in the case of
uncertificated Shares representing such Shares accordingly. 
 10.2 Regulatory Approvals 

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Options to be granted
without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities in respect of the Plan
and each grant of Options hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options granted
hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2 of this Plan. 

10.3 Inability to Obtain Regulatory Approvals 
 The
Company’s inability to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by the Committee to be necessary to complete the grant of Options hereunder, the exercise of those Options or the
lawful issuance and sale of any Shares pursuant to such Options, shall relieve the Company of any liability with respect to the failure to complete such transaction. 

SECTION 11 

ADJUSTMENTS AND TERMINATION 
 11.1
Termination of Plan 
 Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan. 

11.2 No Grant During Suspension of Plan 
 No Option
may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any Option previously granted. 













  
 - 19 - 

 11.3 Alteration in Capital Structure 

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged, reclassified or in
any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate
interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation: 
  

	 	(a)	 a change in the number or kind of shares of the Company covered by such Options; and 



 

	 	(b)	 a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price
applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.



 For purposes of this section 11.3, and without limitation, neither: 

 

	 	(c)	 the issuance of additional securities of the Company in exchange for adequate consideration (including
services); nor 


  

	 	(d)	 the conversion of outstanding securities of the Company into Shares 



shall be deemed to be material alterations of the capital structure of the Company. Any adjustment made to any Options pursuant to this section 11.3 shall not
be considered an amendment requiring the Option Holder’s consent for the purposes of section 9.2 of this Plan. 
 11.4 Triggering Events

 Subject to the Company complying with section 11.5 and 11.6 and any necessary Regulatory Approvals and notwithstanding any other provisions of this Plan
or any Option Certificate, the Committee may, without the consent of the Option Holder or Holders in question: 
  

	 	(a)	 cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a
Triggering Event; or 


  

	 	(b)	 cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock options
of another corporation upon the occurrence of a Triggering Event in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably. 



Such termination or exchange shall not be considered an amendment requiring the Option Holder’s consent for the purpose of section 9.2 of the Plan. 













  
 - 20 - 

 11.5 Notice of Termination by Triggering Event 

Subject to 11.6, in the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrence
of a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of the
Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become immediately exercisable
notwithstanding any contingent vesting provision to which such Options may have otherwise been subject. 
 11.6 Takeover Bids 

If a bona fide offer for Shares is made to all shareholders of the Corporation generally, which offer, if accepted in whole or part, would result in the
offeror exercising control over the Company within the meaning of the Securities Act (British Columbia), then the Company shall, immediately upon receipt of notice of the offer, notify each Option Holder currently holding an Option of the
offer, with full particulars thereof, whereupon, subject to any necessary Regulatory Approvals, notwithstanding that such Option may not be fully vested at such time, such Option may be exercised in whole or in part by the Option Holder so as to
permit the Option Holder to tender the Shares received upon such exercise pursuant to the offer. If: 
 (a) the offer is withdrawn by the offeror; or 

(b) the Option Holder does not tender the shares pursuant to the Offer; or 

(c) all of the shares tendered by the Option Holder pursuant to the Offer are not taken up and paid for by the offeror in respect thereof, 

then the shares or, in the case of Section 11.6(c) above, the shares that are not taken up and paid for, shall be returned by the Option Holder and
reinstated as authorized but unissued Shares and the terms of the Option as applicable prior to such exercise shall again apply to the Option. If any Optioned Shares are returned to the Company under this Section, the Company shall refund the
exercise price to the Option Holder for such shares. In no event shall the Option Holder be entitled to sell the shares otherwise than pursuant to the offer. 

11.7 Determinations to be Made By Committee 

Adjustments and determinations under this section 11 shall be made by the Committee, whose decisions as to what adjustments or determination shall be made, and
the extent thereof, shall be final, binding, and conclusive. 












 SCHEDULE A 

OPTION CERTIFICATE 

[Include legends prescribed by Regulatory Authorities, if required.] 

GRAPH BLOCKCHAIN INC. 

STOCK OPTION PLAN 
 This Option
Certificate is issued pursuant to the provisions of the Stock Option Plan (the “Plan”) of Graph Blockchain Inc. (the “Company”) and evidences that
                [Name of Option Holder] is the holder (the “Option Holder”) of an option (the “Option”) to purchase up to
                     common shares (the “Shares”) in the capital stock of the Company at a purchase price of Cdn.$
per Share (the “Exercise Price”). This Option may be exercised at any time and from time to time from and including the following Grant Date through to and including up to 4:00 p.m. local time in Toronto, Ontario (the
“Expiry Time”) on the following Expiry Date: 
  

	 	(a)	 the Grant Date of this Option
is            , 20         ; and 


  

	 	(b)	 subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4 of the Plan, the Expiry Date of this Option is
            , 20         . 



To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time on the Expiry Date, an Exercise Notice, in
the form provided in the Plan, or written notice in the case of uncertificated Shares, which is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the Company or
its legal counsel in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised. 
 This Option
Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of any
dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto. 

[Include legends on the certificate or the written notice in the case of uncertificated shares prescribed by Regulatory Authorities, if
required.] 
 If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the
certificate(s) representing the Shares will be endorsed with the following or a similar legend: 

  
 A-1 













 “The securities represented hereby have not been registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States. The holder hereof, by purchasing such securities, agrees for the benefit of the Company
that such securities may be offered, sold or otherwise transferred only (a) to the Company; (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act; (c) in accordance with the exemption
from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws; or (d) in a transaction that does not require registration under the U.S.
Securities Act and any applicable state securities laws, and, in the case of paragraph (c) or (d), the seller furnishes to the Company an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such
effect. 
 The presence of this legend may impair the ability of the holder hereof to effect “good delivery” of the
securities represented hereby on a Canadian stock exchange.” 
 GRAPH BLOCKCHAIN INC. 

by its authorized signatory: 
  

 

                          
                                         
                  
 [Name & Title of
Authorized Signatory] 
 The Option Holder represents to the Company that the Option Holder is familiar with the terms and conditions of the
Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the
awarding of the Option and exercise of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is
not exercisable until such approval has been obtained. 
  

					
	Signature of Option Holder:	 		 	
	  
  

Signature
	 		 	  
 Date signed:

			
	  
 Print Name
	 		 	
			
	  
 Address
	 		 	
			
	  
	 		 	


  
 A-2 













 OPTION CERTIFICATE – SCHEDULE 

[Complete the following additional terms and any other special terms, if applicable, or remove the inapplicable terms or this schedule
entirely.] 
 The additional terms and conditions attached to the Option represented by this Option Certificate are as follows: 

 

	1.	 The Options will not be exercisable unless and until they have vested and then only to the extent that they
have vested. The Options will vest in accordance with the following: 


  

	 	(a)	             Shares
(         %) will vest and be exercisable on or after the Grant Date; 


  

	 	(b)	             additional Shares
(         %) will vest and be exercisable on or after              [date]; 



 

	 	(c)	             additional Shares
(         %) will vest and be exercisable on or after              [date]; 



 

	 	(d)	             additional Shares
(         %) will vest and be exercisable on or after              [date]; 



 

	2.	 Upon the Option Holder ceasing to hold a position with the Company, other than as a result of the events set
out in paragraphs 5.4(a) or 5.4(b) of the Plan, the Expiry Date of the Option shall be                     [Insert date
desired that is longer or shorter than the standard 90 days as set out in the Plan] following the date the Option Holder ceases to hold such position. 



  
 A-3 













 SCHEDULE B 

NOTICE OF EXERCISE OF OPTION 

GRAPH BLOCKCHAIN INC. 

STOCK OPTION PLAN 
  

	TO:	 The Administrator, Stock Option Plan 



	    	
                       
                      



	    	
                       
                     [Address] 



(or such other address as the Company may advise) 

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the “Plan”) of Graph Blockchain Inc. (the
“Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item): 
  

	 	(a)	 all of the Shares; or 



 

	 	(b)	             of the Shares;



 which are the subject of the Option Certificate attached hereto (attach your original Option Certificate). The undersigned
tenders herewith a certified cheque or bank draft (circle one) payable to the Company or to                 in an amount equal to the aggregate
Exercise Price of the aforesaid Shares and directs the Company to issue a certificate OR a written notice in the case of uncertificated Shares evidencing said Shares in the name of the undersigned to be issued to the undersigned as follows
(provide full complete address)]: 
  

 
  

 
  

 
  

 
  

 
  

The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict compliance with this form and delivered to the
required address with the required payment prior to 4:00 p.m. local time in Toronto, ON on the Expiry Date of the Option. 
 DATED the day
            of              , 20         . 

 

	
	  
 Signature of Option
Holder




  
 B-1